Form SH12 UK: Variation of Class Rights Notice

What this document is

Form SH12 is the Companies House filing used to register a variation in the rights of any class of members in a company that does not have a share capital. Companies limited by guarantee and unlimited companies without shares are the usual candidates.

Where such a company has different classes of member, perhaps with distinct voting weights, rights to appoint directors, or entitlements on a winding up, any change to those rights needs to be notified to the registrar. The form itself is short, but it needs to accurately describe the class affected and the nature of the change.

Companies House uses this information to keep the register up to date so that anyone inspecting the company's filings can understand the current position. Filing is a statutory duty under the Companies Act 2006, not an optional administrative step, and the obligation sits with the company and its officers jointly.

How to use this document

1. Confirm the variation has been properly made. Before you file anything, the variation of class rights must have been validly made under the company's constitution. That usually means following the procedure set out in the articles or the relevant statutory provisions, which may require consent of the class affected or a special resolution. If the variation is not valid, filing the form does not cure the defect. 2. Identify the class and the specific change. You will need to describe clearly which class of members is affected and exactly what is being varied. This might be voting entitlements, rights to attend meetings, rights on distribution of surplus assets, or any other right attached to membership. Vague descriptions create problems later, so be precise about the before and after position. 3. Complete Form SH12 accurately. The form asks for the company name and number, the date of the variation, details of the class whose rights have changed, and particulars of the variation itself. Double-check the date, because the one-month filing window runs from when the variation was made, not from when you complete the paperwork. Errors can mean re-filing. 4. File with Companies House within one month. The completed form must reach the registrar within one calendar month of the date the variation was made. You can file by post to the Companies House address for your jurisdiction (Cardiff, Edinburgh, or Belfast depending on where the company is registered). Keep a dated copy of what you submitted for the company's own records. 5. Update internal records and member communications. Once filed, make sure the company's own registers and constitutional documents reflect the new position. Members affected by the variation should be clear on where they now stand, and future meeting notices, resolutions, and filings should be consistent with the varied rights going forward.

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